GWK Kuhlmann GmbH
Mr. Fred Kuhlmann
Mr. David Meermeyer
Phone: (05258) 9836 – 0
Fax: (05258) 9836 – 49
VAT ID No.: DE 126 330 522
Tax no. 339/5818/0362
Paderborn Local Court: HRB2345
Conveyor Tower Agency
AGB (General Terms and Conditions)
General Terms and Conditions for the Sale of Products of GWK Kuhlmann GmbH:
§1 Scope of application
These Terms and Conditions of Sale apply exclusively to all business relationships of GKW Kuhlmann GmbH (hereinafter also referred to as “we”) with our customers, i.e. entrepreneurs, legal entities under public law or special funds under public law within the meaning of § 310 para. 1 BGB, unless expressly agreed otherwise in writing. We shall only recognize terms and conditions of the customer that conflict with or deviate from our terms and conditions of sale if we expressly agree to their validity in writing. These Terms and Conditions of Sale shall also apply to all future transactions with the customer, insofar as these are legal transactions of a related nature.
§ 2 Offers, conclusion of contract, prices and payment, assignment, factoring
The offers and price lists of GWK Kuhlmann GmbH are subject to change and non-binding. The documents belonging to the offer, such as illustrations, drawings, weights and dimensions, are only approximate values, unless they are expressly designated as binding. Assurances of properties, ancillary agreements and changes must be confirmed by us in writing in order to be effective. The order of the goods by the customer is deemed to be a binding contractual offer. Unless otherwise stated in the order, we are entitled to accept this contractual offer within 30 days of its receipt by us (order confirmation).
Unless a fixed price agreement has been made, we reserve the right to make reasonable price changes due to changes in labor, material and distribution costs for deliveries made three months or more after conclusion of the contract. The prices stated in the order confirmation plus VAT are decisive. the respective statutory value added tax. GWK Kuhlmann reserves the right to make design changes. Information on dimensions, weights, properties, loads, capacities and resistance specifications that are not contractually guaranteed are non-binding. We reserve the right to make quality-enhancing changes. Costs for packaging will be charged separately. Payment of the purchase price must be made exclusively to the account specified overleaf. The deduction of a cash discount is only permitted with a special written agreement.
If the payment deadline is exceeded, the contractual partner shall be in default without the need for a reminder (Section 286 (2) BGB). We are entitled to charge interest on arrears in accordance with. § Section 288 para. 2 BGB (German Civil Code). If we can prove a higher damage caused by delay, we are entitled to claim this. The customer shall only be entitled to set-off rights if his counterclaims have been legally established, are undisputed and have been recognized by us. The customer is only authorized to exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship.
If we notify the customer accordingly, payments with debt-discharging effect shall be made exclusively to Deutsche Factoring Bank GmbH & Co. KG, Hansator 17, 28217 Bremen, to which we have assigned our present and future claims from individual business relationships. In these cases, we have also transferred our reserved property to Deutsche Factoring Bank GmbH & Co. We are entitled to assign the claims arising from our business relations. In order to fulfill our factoring agreement (assignment of our receivables and transfer of debtor management), we will forward the following data to the financial services institution Deutsche Factoring Bank GmbH & Co:
– Names and addresses of our debtors
– Data on our receivables from our debtors (in particular gross amount and due date)
Deutsche Factoring Bank GmbH & Co. KG will pass on the company data of the debtors to credit agencies and trade credit insurers as well as to processors (IT data processing, printing service providers, etc.). Further details on data processing can be found in the data protection declaration of Deutsche Factoring Bank GmbH & Co. KG, which you can view and download online at https://www.deutsche-factoring.de/de/footer/datenschutz. You can contact the data protection officer there at and at Deutsche Factoring Bank GmbH & Co KG, Postfach 106360, 28063 Bremen, phone: 0421-3293-0.
§ 3 Documents provided
We reserve ownership rights and copyrights to all documents provided to the customer in connection with the order placement, such as calculations, drawings, etc.. These documents may not be made accessible to third parties unless we give the customer our express written consent. The documents must be returned immediately upon our request.
§ 4 Delivery and performance time, returns
Delivery dates and deadlines are generally non-binding. Agreements on binding delivery dates must be made in writing. Compliance with the delivery time specified by GWK Kuhlmann presupposes the timely and proper fulfillment of the customer’s obligations. The defense of non-performance of the contract remains reserved. GWK Kuhlmann shall not be responsible for delays in delivery and performance due to force majeure and due to events that make delivery significantly more difficult or impossible for GWK Kuhlmann, even in the case of bindingly agreed deadlines and dates. They entitle GWK Kuhlmann to postpone the delivery or service for the duration of the hindrance plus a reasonable start-up time or to withdraw from the contract in whole or in part due to the unfulfilled part. If the hindrance lasts longer than three months, the customer is entitled, after setting a reasonable grace period, to withdraw from the part of the contract that has not yet been fulfilled. If the delivery time is extended or if GWK Kuhlmann is released from its obligation, the customer cannot derive any claims for damages from this. If the customer is in default of acceptance or culpably violates other obligations to cooperate, GWK Kuhlmann shall be entitled to demand compensation for the damage incurred in this respect, including any additional expenses. We reserve the right to assert further claims. GWK Kuhlmann is entitled to make partial deliveries and render partial services. Further statutory claims and rights of the customer due to delayed delivery remain unaffected. GWK Kuhlmann reserves the right to reject, not accept and not credit returned goods. Returns are generally subject to return costs.
§ 5 Transfer of risk
The risk of accidental loss and accidental deterioration of the goods shall pass to the customer upon handover, in the case of sale by dispatch upon delivery of the goods to the forwarding agent, carrier or other person or institution designated to carry out the shipment. If the customer is in default of acceptance, this shall be deemed equivalent to handover.
§ 6 Shipping
If shipment of the goods has been agreed, GWK Kuhlmann reserves the right to choose the shipping route and method. Costs caused by shipping shall be borne by the buyer. Any increases in freight rates occurring after the conclusion of the contract, any additional costs for rerouting, storage costs etc. shall be borne by the buyer.
§ 7 Retention of title
GWK Kuhlmann retains title to the delivered goods until all claims arising from the delivery contract have been paid in full. This shall also apply to all future deliveries, even if GWK Kuhlmann does not always expressly refer to this. GWK Kuhlmann is entitled to take back the purchased goods if the customer acts in breach of contract. Prior to the transfer of ownership, the customer is obliged to treat the purchased item with care. In particular, he is obliged to insure them adequately at his own expense against theft, fire and water damage at replacement value. The customer must inform GWK Kuhlmann immediately in writing if the delivered item is seized or otherwise exposed to third-party intervention before the transfer of ownership. The treatment and processing or transformation of the purchased item by the customer shall always be carried out in the name of and on behalf of GWK Kuhlmann. In this case, the customer’s expectant right to the purchased item shall continue in the transformed item. If the purchased item is processed with other items not belonging to GWK Kuhlmann, GWK Kuhlmann shall acquire co-ownership of the new item in the ratio of the objective value of the purchased item to the other processed items at the time of processing. The same applies in the event of mixing. If the mixing is carried out in such a way that the customer’s item is to be regarded as the main item, it is agreed that the customer shall transfer proportional co-ownership to GWK Kuhlmann and shall keep the resulting sole ownership or co-ownership for GWK Kuhlmann. To secure the claim against the customer, the customer shall also assign to GWK Kuhlmann such claims which accrue to it against a third party through the combination of the reserved goods. GWK Kuhlmann hereby accepts this assignment. GWK Kuhlmann undertakes to release the securities to which it is entitled at the customer’s request if their value exceeds the claims to be secured by more than 20%.
§ 8 Warranty and notice of defects
Warranty rights of the customer presuppose that he has properly fulfilled his obligations to inspect the goods and give notice of defects in accordance with §§ 377, 381 HGB. The customer must inspect the delivered goods for any defects immediately upon receipt and notify GWK Kuhlmann of these in writing within 14 days at the latest. Claims for defects for deliveries by GWK Kuhlmann expire 12 months after delivery to the customer. Defects reported in good time will be rectified by GWK Kuhlmann at its discretion by way of repair or replacement. GWK Kuhlmann must always be given the opportunity for subsequent performance within a reasonable period of time. If the subsequent performance fails, the customer shall be entitled to the statutory rights in accordance with these terms and conditions. Claims for defects do not exist in the case of only insignificant deviation from the agreed quality, in the case of only insignificant impairment of usability, in the case of natural wear and tear or damage that has occurred after the transfer of risk as a result of incorrect or negligent handling, excessive use or unsuitable equipment that is not required under the contract. If improper repair work or modifications are carried out by the customer or third parties, no claims for defects shall exist for these and the resulting consequences. Claims by the customer for expenses incurred for the purpose of subsequent performance, in particular transport, travel, labor and material costs, are excluded.
§ 9 Limitation of liability and compensation
Claims for damages against us are excluded regardless of the legal grounds. This does not apply to damages resulting from injury to life, limb or health. The exclusion of liability shall not apply to other damages if these are based on an intentional or grossly negligent breach of duty by us or our executive employees, if a material contractual obligation (so-called cardinal obligation – in particular a main contractual obligation -) has been breached or if another obligation not to be classified as a material contractual obligation has been breached intentionally or through gross negligence by simple vicarious agents. However, in the event of breach of a material contractual obligation or intentional or grossly negligent breach of another obligation by simple vicarious agents, liability shall be limited to the amount of typically foreseeable damage. The exclusion of liability shall also not apply to claims under the Product Liability Act or to claims covered by our guarantee.
§ 10 Place of performance, place of jurisdiction, miscellaneous
All agreements made between the parties for the purpose of executing this contract are set out in writing in this contract. Should individual provisions of these Terms and Conditions of Sale be or become invalid or contain a loophole, this shall not affect the validity of the remaining provisions. The parties undertake to replace the invalid provision with a legally permissible provision that comes closest to the economic purpose of the invalid provision or fills this gap.
The place of performance and exclusive place of jurisdiction for all disputes arising from the contracts is the registered office of GWK Kuhlmann, unless otherwise stated in the order confirmation and unless another exclusive place of jurisdiction is established. However, we are also entitled to bring an action at the customer’s general place of jurisdiction. Transfers of rights and obligations of the contractual partner arising from the contract concluded with us require our written consent to be effective.
§ 11 Data protection
The customer is hereby informed that we process the personal data obtained in the course of the business relationship in accordance with the provisions of the Federal Data Protection Act and the General Data Protection Regulation.